<SEC-DOCUMENT>0000088121-14-000006.txt : 20140926
<SEC-HEADER>0000088121-14-000006.hdr.sgml : 20140926
<ACCEPTANCE-DATETIME>20140926160238
ACCESSION NUMBER: 0000088121-14-000006
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20140926
ITEM INFORMATION: Other Events
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20140926
DATE AS OF CHANGE: 20140926
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: SEABOARD CORP /DE/
CENTRAL INDEX KEY: 0000088121
STANDARD INDUSTRIAL CLASSIFICATION: [6221]
IRS NUMBER: 042260388
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-03390
FILM NUMBER: 141124111
BUSINESS ADDRESS:
STREET 1: 9000 W. 67TH STREET
CITY: SHAWNEE MISSION
STATE: KS
ZIP: 66202
BUSINESS PHONE: 9136768800
MAIL ADDRESS:
STREET 1: 9000 W. 67TH STREET
CITY: SHAWNEE MISSION
STATE: KS
ZIP: 66202
FORMER COMPANY:
FORMER CONFORMED NAME: SEABOARD ALLIED MILLING CORP
DATE OF NAME CHANGE: 19820328
FORMER COMPANY:
FORMER CONFORMED NAME: HATHAWAY BAKERIES INC
DATE OF NAME CHANGE: 19710315
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>k892614.txt
<DESCRIPTION>SEABOARD CORPORATION 8-K DATED SEPTEMBER 26, 2014
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 26, 2014
Seaboard Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-3390 04-2260388
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
9000 W. 67th Street, Shawnee Mission, Kansas 66202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (913) 676-8800
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
<PAGE>
Item 8.01 Other Events
On September 26, 2014, Seaboard Corporation issued a press release
announcing that Triumph Foods purchased a 50 percent ownership in Daily's
Premium Meats, the processed meats division of Seaboard Foods, which
produces and markets raw and precooked bacon, ham and sausage. Daily's
Premium Meats will be owned 50/50 by Seaboard Foods and Triumph Foods as of
September 27, 2014. As a result of the transaction, Seaboard received cash
proceeds of $72.5 million and will recognize an estimated pre-tax gain of
approximately $55.0 million, subject to final working capital adjustments.
The foregoing is a summary and does not purport to be a complete
description of all terms and conditions of the purchase. The full text of
this press release is included as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
This current report on Form 8-K may contain forward-looking statements
under the Private Securities Litigation Reform Act of 1995. There are a
number of important factors that could cause actual events to differ
materially from those suggested or indicated by such forward-looking
statements, and you should not place undue reliance on any such
forward-looking statements, including those regarding the Triumph joint
venture and the anticipated benefits of the venture. Forward-looking
statements, if made, are based on current intent, beliefs, plans and
expectations, and involve risks and uncertainties that could cause actual
future results, performance or developments to differ materially from those
described in or implied by such forward-looking statements, including
whether the conditions to closing the joint venture are satisfied, risks
related to operating the joint venture going forward, and the failure to
realize anticipates synergies or operational efficiencies from the joint
venture. The company cautions investors not to place undue reliance on any
forward-looking statements, and encourages investors to review risk factors
contained in Seaboard Corporation's most recent Securities and Exchange
Commission reports, including its annual report on Form 10-K, quarterly
reports on Form 10-Q, and current reports on Form 8-K, press releases and
other communications. We undertake no obligation to update or revise
forward-looking statements to reflect changed assumptions, the occurrence
of unanticipated events or changes to future operating results over time.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Seaboard hereby furnishes the following exhibit pursuant to Item 8.01:
99.1 Press release of Seaboard Corporation dated September 26, 2014
announcing the Triumph Foods purchase of a 50 percent interest in
Daily's from Seaboard Foods.
<PAGE> 1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATE: September 26, 2014
Seaboard Corporation
by: /s/ Steven J. Bresky
Steven J. Bresky, Chairman of the Board,
President and Chief Executive Officer
<PAGE> 2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ex99-1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
Exhibit 99.1
SEABOARD CORPORATION, TRIUMPH FOODS, LLC
PRESS RELEASE
SHAWNEE MISSION, Kan. (September 26, 2014) - Seaboard Corporation (NYSE
MKT: "SEB") announced today Triumph Foods purchased a 50 percent ownership
in Daily's Premium Meats, the processed meats division of Seaboard Foods,
which produces and markets raw and precooked bacon, ham and sausage.
Daily's Premium Meats will be owned 50/50 by Seaboard Foods and Triumph
Foods as of September 27, 2014. As a result of the transaction, Seaboard
received cash proceeds of $72.5 million and will recognize an estimated
pre-tax gain of approximately $55.0 million, subject to final working
capital adjustments.
In conjunction with the transaction, Kelly J. Hattan was appointed
president of Daily's Premium Meats.
Hattan said, "This partnership will enable Daily's to further solidify a
supply of high-quality raw materials while providing additional capital to
expand production and the geographical footprint where Daily's sells its
products. I'm excited about the significant opportunities for growth as a
result of this enhanced partnership."
Daily's Premium Meats offers a variety of processed pork items from
signature honey cured bacon to applewood smoked bacon to naturally smoked
hams to breakfast sausages. Operating since 1893, Daily's has further
processing plants located in Salt Lake City, Utah, and Missoula, Mont.
In addition to the Daily's partnership, Seaboard Foods, pursuant to an
agreement, markets and sells fresh products produced by Triumph's St.
Joseph, Mo., pork processing plant, as well as products produced by
Seaboard Foods' Guymon, Okla., pork processing plant. The plants are part
of an integrated food system that's known for unsurpassed quality and for
being a top exporter of U.S. pork to more than 30 countries.
Internationally, fresh pork products are marketed under the Seaboard Farmsr
and St. Joe Porkr brands. Domestically, fresh pork products bear the
PrairieFreshr Premium Pork brand. Processed meats, such as bacon, hams and
breakfast sausage, will continue to be marketed under the Daily'sr Premium
Meats brand.
###
<PAGE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>